0000899243-21-041649.txt : 20211026 0000899243-21-041649.hdr.sgml : 20211026 20211026210154 ACCESSION NUMBER: 0000899243-21-041649 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211026 FILED AS OF DATE: 20211026 DATE AS OF CHANGE: 20211026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VIII-C Limited Partnership CENTRAL INDEX KEY: 0001467823 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350363 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VIII-B Limited Partnership CENTRAL INDEX KEY: 0001467824 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350364 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VIII Limited Partnership CENTRAL INDEX KEY: 0001467825 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350362 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VIII Ltd CENTRAL INDEX KEY: 0001554033 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350366 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Leaders Fund I GP, L.P. CENTRAL INDEX KEY: 0001871228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350361 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VIII Limited Partnership CENTRAL INDEX KEY: 0001554280 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350365 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Leaders Fund I, L.P. CENTRAL INDEX KEY: 0001794347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350359 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Leaders Fund I GP, LLC CENTRAL INDEX KEY: 0001871227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350360 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rent the Runway, Inc. CENTRAL INDEX KEY: 0001468327 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 800376379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 163 VARICK ST STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 212-206-1288 MAIL ADDRESS: STREET 1: 163 VARICK ST STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-26 0 0001468327 Rent the Runway, Inc. RENT 0001554033 Highland Management Partners VIII Ltd C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001554280 Highland Management Partners VIII Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001467824 Highland Capital Partners VIII-B Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001467823 Highland Capital Partners VIII-C Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001467825 Highland Capital Partners VIII Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001871228 Highland Leaders Fund I GP, L.P. C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001871227 Highland Leaders Fund I GP, LLC C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001794347 Highland Leaders Fund I, L.P. C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 Series A Preferred Stock Common Stock 38906 I See Footnotes Series A Preferred Stock Common Stock 909974 I See Footnotes Series A Preferred Stock Common Stock 2509453 I See Footnotes Series C Preferred Stock Common Stock 2541 I See Footnotes Series C Preferred Stock Common Stock 59422 I See Footnotes Series C Preferred Stock Common Stock 163867 I See Footnotes Series D Preferred Stock Common Stock 2706 I See Footnotes Series D Preferred Stock Common Stock 63285 I See Footnotes Series D Preferred Stock Common Stock 174522 I See Footnotes Series E Preferred Stock Common Stock 1962 I See Footnotes Series E Preferred Stock Common Stock 45897 I See Footnotes Series E Preferred Stock Common Stock 126571 I See Footnotes Series F Preferred Stock Common Stock 1007 I See Footnotes Series F Preferred Stock Common Stock 23542 I See Footnotes Series F Preferred Stock Common Stock 64922 I See Footnotes Series G Preferred Stock Common Stock 763 I See Footnotes Series G Preferred Stock Common Stock 17850 I See Footnotes Series G Preferred Stock Common Stock 49225 I See Footnotes Series G Preferred Stock Common Stock 847978 I See Footnote Shares of the Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's Common Stock at a conversion ratio of 1-to-1. The preferred stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, upon the closing of the Issuer's initial public offering. These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of each of Highland Capital VIII-B, Highland Capital VIII-C and Highland Capital VIII (collectively, the "Highland VIII Funds"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy (collectively, the "HMP VIII Directors") are the Directors of HMP VIII Ltd and may be deemed to have voting and dispositive power over the shares held by each of the Highland VIII Funds. (Continued from Footnote 5) Each of the HMP VIII Directors, HMP VIII Ltd and HMP VIII LP disclaims beneficial ownership of the securities held by each of the Highland VIII Funds, except to the extent of their pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein. These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll (the "HLF I Managing Members") are the Managing Members of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. Each of HLF I GP LP, HLF I GP LLC, and the HLF I Managing Members disclaims beneficial ownership of the securities held by HLF I, except to the extent of their respective pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein. Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports. Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Capital Partners VIII-B Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Capital Partners VIII-C Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Capital Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Leaders Fund I GP, L.P., By: Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer 2021-10-26 Highland Leaders Fund I, L.P., By: Highland Leaders Fund I GP, L.P., By: Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer 2021-10-26